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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 5, 2000
MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
MICHIGAN 33-37977 38-2726166
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(State or other jurisdiction of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.)
100 PROGRESS PLACE, MIDLAND, MICHIGAN 48640
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 839-6000
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ITEM 5. OTHER EVENTS
The Midland Cogeneration Venture ("MCV") generating facility employs a
cogeneration process, meaning that it sequentially produces electricity and
useful thermal energy through an integrated system using a single fuel source.
The MCV facility has been certified by the Federal Energy Regulatory Commission
as a qualifying cogeneration facility ("QF") under the Public Utility Regulatory
Policies Act of 1978, as amended ("PURPA"). As a QF, the MCV facility is exempt
from various provisions of the Federal Power Act, as amended, the Public Utility
Holding Company Act of 1935, as amended, certain state laws regarding rate,
financial and organizational regulation, and is entitled to sell electric
capacity and related energy to a public utility at such utility's incremental
cost of alternative electric energy, otherwise known as "avoided cost".
Generally, as a QF, MCV is restricted to no more than 50% ownership by an
electric utility.
MCN Energy Group Inc. ("MCN"), the parent company of Source Midland Limited
Partnership ("SMLP") and a 50% partner of MEI Limited Partnership ("MEI")
through SMLP, both partners of MCV, announced on October 5, 1999 that it had
signed a definitive merger agreement with DTE Energy Company. Since the pending
merger would cause SMLP and MEI to become electric utilities under PURPA, MCN
announced that it would sell its interest in the MCV partnerships in order to
keep the electric utility ownership in MCV in compliance with PURPA QF ownership
requirements.
On January 5, 2000, MCN sold all of its partnership interest in SMLP and MEI to
wholly-owned subsidiaries of The Coastal Corporation ("Coastal"). As a result of
this sale, Coastal, through its subsidiaries, has acquired all of the equity and
voting interests of SMLP and MEI in MCV. After this transaction, MCV continues
to meet the ownership requirements of PURPA.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be singed on its behalf buy the
undersigned, hereunto duly authorized.
MIDLAND COGENERATION VENTURE
LIMITED PARTNERSHIP
Dated: January 18, 2000 By /s/ James M. Rajewski
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James M. Rajewski
Vice President and Controller
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